Ultra spider-man
by Autobot Pikachu
Summary: Spiderman is becoming the Ultra Spiderman. He and his friends meet a new girl a hero in training who was taken in Nick after her family had died in a house fire. Soon the girl turns Loki from bad to good. This girl truly is special. Now what will happen.
1. Chapter 1

chapter 1 Hannah the girl who can change hearts

Spiderman saw there was a new girl at shield she was wearing a strange bracelet. "Spiderman this is Animal heart I am making her your responsibility she is new to this hero thing and has strong powers she just received she needs help control them." Nick said.

"Okay," Spiderman said. "Let me guess her powers are animal based?" he asked.

"Yes," Animal heart said.

Then saw each other without their masks. "Peter?" she said.

"Hannah?" Peter asked.

"You two know each other?" Nick asked.

"Yes we went to summer camp together and knew each other in grade school but she moved to another part of the state." Peter said.

"It's great to see you again." Hannah said.

They hugged.

Thor was around he was looking for his brother Loki. "Loki has been causing problems." Thor said.

"Was Loki always bad?" Hannah asked.

"No, he wasn't when he was little we were really close. But something happened when we got older and he just wanted to be in control of everything." Thor said. He didn't want to into detail of other things.

"Maybe he feels inferior to you," Animal heart said.

"Loki never feels inferior." Thor said.

Animal heart just sighed and they went into town where Loki was causing mischief. Animal heart felt pain in Loki's heart and using her ability to connect with hearts and minds she did that with Loki it was a power she developed when she got her other powers. "What are you doing?" Thor asked.

"I am connecting with Loki's mind and heart." Animal heart said.

Loki saw Hannah in his mind and she heard his thoughts how Loki wished to be strong and brave like Thor how to be loved like him and how he felt to different. "Loki I know how it feels trust me you are not alone I know you can be good." Animal heart said.

"How can I be good? I have been bad for so long!" Loki said.

"I know you can do it, just focus on the good qualities you have what your powers can do that bring good." Animal heart said.

Then a light surround Hannah and Loki. "What's going on?" Thor asked.

Loki remember all his good memories as a child with his brother and all he did to help his people and all the laughs he had a with his brother. Then there was bright flash and Animal heart was now holding Loki's hand. "Thank you Animal heart, you are amazing thanks for talking to me, how did you do that?" he asked.

"I don't know from what I can remember from when I first woke up here I could do that, but knowing you and how you felt after all you been through I understand that you will continue to grow." Animal heart said.

"Animal heart what did you do in that light?" Thor asked.

"That happen when I that power other than my animal powers, I used it before when I used on an evil being but only once, that was only once it only happens when true understanding on both sides occurs." Animal heart said.

"You think you succeed with him?" Spiderman asked.

"I don't know but we can only find out if he does something good without starting the problem." Animal heart said.

They saw something it was Le leap. "Oh no not him again." Spiderman said.

"You know that french bulldog?" Animal heart asked.

"Yes, he is crafty one." Spiderman said.

Loki tried to help but only made a mess which allowed Le leap to escape. "OH great I can't do good right," Loki said.

"It was an honest mistake." Animal heart said.

They took Loki back to shield where he was handcuffed to a bed. "Come on I used my power and it worked so give him a chance." Animal heart said.

"I admit Loki did try to help." Thor said.

"True but he caused damage to the city." Nick said. "But will give him one chance if he does something evil or wrecks the city I will have Thor take him back to Asgard." he said.

"Understood." Thor said.

"Okay then I want all of you to keep an eye on him," Nick said.

They went into the city to patrol. "Okay, we keep an eye out for trouble right?" Loki asked.

"Right and be careful remember what Nick said no destruction." Spiderman said.

There was an alarm bell. "Look it's Grizzly he has this high tech bear suit." Spiderman said.

They went down to stop him. "Loki I think it is best if you just watch okay little brother?" Thor said.

"Fine I guess I better see how it is done." Loki said.

Animal heart was helping with her animal powers. "Strength of polar bear!," she said and hit him. Grizzly got thrown back into the alley. "Hey where did he go?" She asked.

Then Grizzly showed up behind Animal heart the others didn't see but Loki did. Loki used his magic and got in the dark hit Grizzly in the back with his staff and held him still with magic. "Loki." Spiderman said.

"Good work little brother," Thor said.

Spiderman then webbed up Grizzly and Loki used his magic to repair the damage Grizzly caused to the store.

They went back to shield. "Loki saved me and he repaired the damages Grizzly caused." Animal heart said.

"Yes and he did it without breaking the deal." Spiderman said.

"I say he did a good job." Thor said.

"Fine he can stay, but he you three's responsibility!" Nick said.

"Well I guess I need to get use to this hero thing," Loki said.

"Yep," Animal heart said.

"I hope we don't get more than we bargained for," Spiderman said.

"I hope you know you have behave here so try to keep your mischievous jokes on the down-low." Thor said.

"Okay," Loki said.

To be continued.


	2. Chapter 2

chapter 2 the new hero

Loki was helping out at shield the avengers came in and saw him. "Loki is helping around here thanks to Animal heart's specail power Loki wants to try at being good." Thor said.

"But he's," Hawkeye said.

"Give him a chance if he is willing to try." Captain America said.

"I agree," Hulk said.

"Yes everyone deserves a chance and second chance," Iron man said.

"Fine, but I got my eye on him," Hawk eye said.

"Oh boy," Black widow said.

Animal heart was practicing her powers. "Claw of the lion!" she said and scratched the target.

"Can I train with you?" Loki asked.

"Sure, I can use a training partner." Animal heart said.

They started to train and Hawk eye came by and attacked. "Hey stop!" Animal heart said.

"What's going on in here?" the others asked coming in.

"Loki was attacking her!" Hawkeye said.

"Excuse me we were training, we were helping each other practice combat so we can be ready to go into action," Animal heart said.

"Yes that is all we were doing," Loki said.

They pulled up the security footage with audio. "Can I train with you?' they heard Loki asked her.

"Sure, I can use a training partner." they heard Animal heart answer.

They looked up from the video. "Well there is your proof." Spiderman said.

"See?" Animal heart said.

"Fine but I still am keeping an eye on him." Hawkeye said.

Loki continued to help out. The next day he was helping with maintenance and then put something up. Hawkeye then attacked him. "Stop it, Hawkeye he was just putting up the tools I didn't need any more." a worker said.

"But I," Hawkeye said.

"Hawkeye I understand you have right to be suspicious. But Loki is Thor's responsibility okay if you get any more paranoid I will court martial you." Nick said.

Then they got news that the frightful four was attacking. They were causing trouble. Loki saw some debris was about to fall on some civilians and he held it up with magic and repaired it. He saw his friends in danger and protected them.

Loki was doing a good job. Trapster saw Loki and snapped at him. "You are a villain why help the innocents and the goody goodies?'

"Because I want prove myself I don't want to be a villain anymore! I know because I wish to be good!" Loki said. He used his magic to stop him. He protected Hawkeye from Claw and got hurt. He rubbed his arm. But he was fine.

"You saved me," Hawkeye said.

"You are my teammate we look out for each other." Loki said.

The frightful four was put behind bars. They went the shield carrier and congratulated themselves and Loki didn't feel right.

"Loki I am proud of you brother you are becoming fine hero and team player." Thor said.

The others had to agree. Loki gripped a wall. "I feel strange," he said. Then he collapsed and fell to the ground.

"Loki!" Thor said.

The others ran to his aid.


	3. Chapter 3

chapter 3 the battle within ones heart

Loki was laying in his bed with everyone looking at him concerned. "I can tell this is not a physical ailment. Loki is having a fight between good and evil within his heart. If the good Loki triumphs he will be the great hero he is meant to be." Iron fist said.

Thor kept a watch by Loki's bedside while everyone else left the room. Loki opened his eyes and saw Thor wiping his forehead. "You are burning up brother." Thor said.

"I'm thirsty." Loki said.

Thor grabbed a glass and brought it to Loki's lips. Loki drank two large gulps of water. Then he was once again laying in bed again. He rolled over and started to cough. He fell asleep.

Meanwhile everyone was talking outside. "I was such a creep towards him and he saved me, I feel rotten," Hawkeye said.

"It's okay," Spiderman said.

"Yes Loki will be fine don't worry," Animal heart said.

Loki began to dream.

 _Loki was in the palace of Asgard. There were two mythical creatures were with him. One was a dragon that represented an evil being and a Storm bird the represented his brother Thor. He was reading a book. "It is getting late prince Loki will you be retiring soon?" the dragon asked._

 _"But I'm not sleepy." Loki stated._

 _"Just go to sleep," the dragon said._

 _"Loki don't trust the dragon!" the storm-bird said. The storm-bird was aware of the dragon's intentions._

 _"He's just being over concerned, just go to sleep." the dragon said._

 _The storm-bird came towards Loki. "Loki trust me you must get out of here because you are in serious danger!" the storm-bird said._

 _Then everything became very dark. Then the storm-bird disappeared. Then dragon appeared. "Sleep just like your mother!" it said attacking._

Loki groaned and gripped the bed. Thor soon fell asleep too.

Loki began to dream again. He saw himself as a horrid frost giant from his cursed birth. He gasped woke up and saw his asgardian skin. He sighed and laid back down.

The next day everyone was up. Nova made oatmeal and Loki came in. "Hey Loki glad to see your feeling better." Thor said.

"What's cooking?" Loki asked.

"Oatmeal it's an earth food, I don't know if you'll like it," Nova said.

"I don't mind trying new food." Loki said and tried some. "Not bad, you are a wonderful cook," he said.

Loki was now a wonderful new person.


	4. Chapter 4

chapter 4 the shield crash

Today everyone was training. "Okay now let's move," Spiderman said.

"Huh, guys I hear something," Animal heart said.

"I don't hear anything," Nova said.

"I do sounds like something is in here that shouldn't be," she said.

"You probably have ringing in your ear from when White tiger knocked you close to that speaker." Power man said.

"Do you have to bring that up?' White tiger asked.

"Um okay," Animal heart said.

Then Spiderman noticed something. "Spidey sense," he said. "I have bad feeling," he said.

"I got a bad feeling too," Animal heart said.

"What do you mean?' Loki asked.

"It's just my Spidey sense, it's kicking up a storm, it's telling me there is danger." Spiderman said.

"Yes I have bad feeling because I hear something that is not normal here," Animal heart said.

"If you two are troubled we must tell Nick and look around," Iron fist said.

"Good idea," Thor said.

They went to Nick. "Yes I agree we picked up something unusual from the security system, it can mean trouble," Nick said.

"Well then let's go, take a look," Spiderman said.

They began searching. "I don't see anything over here," Loki said.

"Nothing over here," Nova said.

Animal heart followed her ears and found something it was robot and it got away. "Guys I found what we were looking for and it's headed for the control center." Animal heart said.

"What is it?" Spiderman asked.

"It's a robot that is not part of the shield system," she said.

"We better hurry before it gets to the control center," Power man said.

"Nick Animal heart found something and it's headed for the control center." White tiger said.

"Then get moving and stop it!" Nick said.

They pinned separate areas and the thing came in and sabotaged the flight system. "It's going to crash!" Animal heart said.

"You got that right let's get everyone out," White tiger said.

Everyone started to evacuate. Spiderman found something it was disk like tech that robot left and helped other agents get out.

"Looks like everyone is safe accounted for," Iron fist said.

"Yes whoever did this left this," Spiderman said showing them the disk.

It turned on and figure appeared on screen. "Hello Spiderman I am Dr. Octavius. I bet you are wondering why I struck shield, let's just call it a little calling card for you bug!" then the hologram disappeared.

"So this fella caused shield to crash," Nova said.

"But why would he do this to get my attention?" Spiderman asked.

"I don't know but we better be on the look out for this Dr. Octavius." Nick said.

"Okay, where are we going to stay our home just blew apart," Power man said.

"I got an idea," Spiderman said.

He let them stay at his house. "Aunt May this Ava, and you remember Hannah, Danny, Luke, Sam, Thomas and his brother Levi," Peter said. (Thomas is Thor and Levi is Loki they picked out those mortal names for themselves.)

"Nice to meet all of you," Aunt May said.

"Their homes will be rebuilt in two months," Peter said.

"Don't worry I'm sure we can deal with them for a while," Aunt May said.

"Don't worry Miss May we will try not to be be a bother." Thor said.

"Okay then now let's have dinner," she said.


	5. Chapter 5

chapter 5 secret of animal heart

Everyone was getting use to living in cramped quarters. They were getting use to it and tonight they were training. "Animal heart is pushing us to the limit. What is with her?" Nova asked.

"I don't know White tiger doesn't seem affected and she has animal powers." Spiderman said.

"True, but I have been a hero longer than she has and her powers don't come from an amulet," White tiger said.

She ran across town and then scratched at stuff. Then began to eat cheesecake with strawberry sauce. "Hey Animal heart stop messing around a let the people eat dessert." Power man said.

Animal heart lunged and held her upside down. "Animal heart, I think a new animal documentary is on TV tonight," Spiderman said.

Then suddenly calmed down and looked confused. "Please tell me this is strawberry sauce." she said.

"Tell us why you went all wild," Thor said.

"I don't know everything was in foggy haze." she said. "Let's just go home," she said.

Loki looked relieved. "Hey jokey your back door is open." Spiderman said.

Loki saw his pants were torn and all the people were laughing. He turned red and covered hi backside.

"Stop laughing!" Thor said.

Once home the next morning Hannah saw her bracelet. "Now I know why I went wild last night," Hannah said.

"What happened?' Danny asked.

"I forgot the bracelet my father gave me to help control my powers when I got them it gives a special mild electric charge to help keep all the animal stuff on the down low. I'm glad I found out before." she said and Sam bumped into her while tripping and gave her an accidental embrace.

Then in Hannah's place was a turtle. "Oh great nice going," she said.

"How did that happen?" Luke asked.

"Well it all started when I first got my powers my parents were scientists, my mom studied animals while my father did technology I was in the lab when there was an accident I woke in my bed the next day and discovered I had animal powers. The bracelet helps me control them. When touch animal I get their powers and instincts. The powers get stored in the bracelet and leave my body and when I need then that info goes back in when I wear it but instincts stay longer. When I don't wear I may act feral at times, but if I am embraced by a member of the opposite sex or go under great deal of stress of any kind I turn into an animal I have touched. After a while it wears off but I when change back." she said changing back. "I'm naked." she said.

The boys looked away. Hannah put her clothes back on.

They went back to training. "You know Hannah it took me a long time to control my powers but I know one day you will control yours and will no longer need your bracelet." Thor said.

"Thanks," she said.


	6. Chapter 6

chapter 6 the man spider on Halloween night

They heard word of a crazy man with a weapon so they went to investigate. There was no one there just a recording. "Hello there let's see if all of you can stop my ray before it goes of and explodes." it said.

"Octavius," Animal heart said.

"Don't just stand there let's turn it off." White tiger said.

They started work on it. Then Nova wasn't to careful and the ray fired and it Spiderman.

"Are you okay Webs?" Power man asked.

"Yeah I think so," Spiderman said.

"Good think to we finished defusing the laser it's harmless now," White tiger said.

The next day Spiderman was showing a bit of an attitude. "Yikes where on earth did he get such an attitude all of the sudden?" Sam asked.

"I don't know but I have a feeling it might get worse," Hannah said.

"I agree this is not good," Danny said.

"I wonder what happened," Thor said.

"I think it must of been the ray gun from last night, maybe it did something to him we couldn't see." Loki said.

"I agree maybe that laser did do something to him not on the outside but on the inside." Ava said.

"We will take him to avengers HQ maybe Man of Iron can fix it." Thor said.

They went right off to Avenger HQ and Spiderman's behavior and attitude got worse and he could stop scratching his sides. "I'm itchy." Spiderman said.

"Okay now I'm going to take some blood and we can see what is wrong." Tony said. He took a sample and got the samples Nick Fury gave when they told him what was going on. "Okay let's see, something is funny about his blood," he said. He pulled up the big screen. "This is what his blood looked like when he first joined shield. Here is his blood now," he said.

"It looks different." Hulk said.

"Yes and this is the blood of another teenage boy without spider powers." Tony said.

There was a difference. "Spiderman's blood contains traces of spider DNA and how can this be?" Tony asked.

"It's like this I was on field trip with my class and I got bitten by a radio active spider. That's how I got my powers." Spiderman said.

"Well the radio active venom changed you DNA, and because of the laser that hit you last night your mutation is starting to progress. So if we don't stop this you will be more spider the human." Tony said.

They sent a message to Aunt may telling her they would be out for a few days doing community work in another city.

They began to monitor him. "It's Halloween and I doubt we need this," Nova said.

"Don't worry I'm working on some samples of the cure right now." Tony said. "I have five of them there is a chance one or all of them might work or they all will make his condition worse or other bad stuff." he said.

"Test them and we will watch him," Thor said.

"Guys he's got a fever." Animal heart said.

They hooked him up to the monitors in the medical bay. "Okay his vitals are looking fine but his fever concerns me," Tony said.

"Yeah will the bug man be alright?" Hulk asked.

"We hope so," Iron fist said.

"Argh!" Spiderman said and began to writhe in pain.

"His pulse and blood pressure off the charts a human body can't deal with that sort of stress." Tony said.

Then arms sprouted out of Spiderman's body and once the arms were out his vitals returned to normal. "Oh, I feel different." Spiderman said.

"Well you should you have six arms now," Nova said. White tiger gave him an elbow.

Tony drew more blood. "His mutation is going faster." Tony said.

Then a few hours later Tony was doing testing and Spiderman was starting to change again. "Argh!" Spiderman shouted. Everyone came in and saw him become the man spider and saw him rush out into the night.

"You guys go after him I will work on the cure." Tony said.

The other began searching. He was leading them on a wild goose chase. He was leaving webbing everywhere. Then an armed robber tried to attack Animal heart and Man spider saved her. "Spidey you still in there?' she asked.

He spoke animal but she knew what he said. He called her friend. Then with a little coaxing with his favorite candy she brought him to the others who prepared to fight. Man spider back up looking frightened. "Stop it your scaring him." Animal heart said. "He's in there he saved me." she said. "he maybe be a man spider but he's still Spiderman inside." she said.

"Good you got him here now I got the formula that proved to work it's formula number four it will bring him back to normal." Tony said. "Now if you understand me Spiderman I am going to give a shot like a flu shot, and then you will be okay." he said.

Man spider came up and sat down and Iron-man gave him the shot. Then He changed back and passed out.

The next day. "I'm glad I don't remember much about being the Man spider but what if I change back again?" Spiderman asked.

"My scans show you are fine." Iron-man said.

"I sense with magic he is in you but won't comeback out. But he might only if you need him too." Loki said.

"Yes this was a weird Halloween," Nova said. "But we are glad to have you back spidey." he said.


	7. Chapter 7

Chapter 7 the imitation of tricks

Everyone was training. Loki sneezed then sniffled then animal heart got shocked by the shock cannon. "Loki you were supposed to cover me!" Animal heart said sounding upset.

"Sorry I didn't mean is just I can't stop... *ahchoo!* sneezing." Loki said then coughed a couple of times.

Thor felt Loki's forehead. "You have a fever I thought you caught the asgardian flu bug. It happens same Midgard has it's flu season. You must of caught it when went to Asgard last week." Thor said.

"Of all the times to get sick," Loki said.

"Okay you are going back to bed now," Thor said.

Loki sighed and went to his room and got into his bedclothes. Thor told Nick that Loki had the Asgardian flu. "Okay keep him in bed last thing we need to spread Asgardian germs." Nick said.

"Asgardian germs aren't dangerous to Midgardians," Thor said.

"Okay," Nick said.

Everyone began to train again.

Then some saw this was chance to make a certain someone look bad. "Okay time for my own form of trickery." He said.

Then he attacked the city. Iron man came in. "Loki is making a mess in the city." He said.

"What do you mean? He is in bed sick." Thor said.

Spider-Man, Nova and Iron fist went to investigate. It seemed strange it didn't seem like Loki's sorcery.

"This is very odd this is like imitation of Loki's own magic. It's like a trickster is the trick itself." Iron fist said.

Nova grabbed the Loki they fought. They brought him in. The Loki came out of his room. He saw the other Loki. Thor saw it too as did the other people there. "I think I know who one of these Loki is real and the other is a criminal wanted by shield called the chameleon." Nick said.

"Okay I know how to tell them apart. Take of your helmets," Thor said.

"Why?" One Loki asked.

"Okay," Another one said with stuffy nose.

"Why Thor?" Spider-Man asked.

"If I know anything about my brother he has a special trait about his hair." Thor said.

They took off their helmets one had all black hair and the sick one had an electric blonde streak on left side of his head. "That one with the blonde streak is the real Loki." Thor said.

Chameleon dropped his disguise then grabbed a parachute and escaped. "Not again!" Nick said.

Animal heart picked something up then handed it to Nick.

It came to life. "Hello Spider-Man I see you got another one of my little calling cards soon we will meet so be prepared!" Then the recording turned of and started to smoke.

"Wow, we may be looking at something bad," Nick said.


End file.
